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EXHIBIT 5.1
December 28, 2000
Brandywine Realty Trust
14 Campus Boulevard
Newtown Square, Pennsylvania 19073
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as counsel to Brandywine Realty Trust, a Maryland real
estate investment trust (the "Company"), in connection with the preparation of a
registration statement (the "Registration Statement") of the Company on Form S-3
under the Securities Act of 1933, as amended (the "1933 Act") and the filing of
the Registration Statement with the Securities and Exchange Commission (the
"Commission"). The Registration Statement relates to 4,000,000 common shares of
beneficial interest, $.01 par value per share, of the Company (the "Common
Shares") to be issued from time to time pursuant to the Company's Distribution
Reinvestment and Share Purchase Plan (the "Plan"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings assigned to them
in the Registration Statement.
In connection with our representation of the Company, and as a basis
for the opinions hereinafter set forth, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, in the form in which it is to be
transmitted to the Securities and Exchange Commission (the "Commission") under
the 1933 Act;
2. The Amended and Restated Declaration of Trust of the Company, as
amended (the "Declaration"), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of the date hereof by an
officer of the Company;
4. Resolutions adopted by the Board of Trustees of the Company (the
"Resolutions") relating to the issuance of the Common Shares pursuant to the
Plan, certified as of the date hereof by an officer of the Company;
5. The form of certificate representing a Common Share, certified as of
the date hereof by an officer of the Company;
6. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;
7. A certificate executed by an officer of the Company, dated as of the
date hereof; and
8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or any other person, is legally competent to do so.
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2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding.
4. All Documents submitted to us as originals are authentic. Any
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All statements and information contained in the Documents are true and complete.
There has been no oral or written modification of or amendment to any of the
Documents, and there has been no waiver of any provision of any of the
Documents, by action or conduct of the parties or otherwise.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. Upon the due execution, countersignature and delivery of
certificates representing the Common Shares, the Common Shares will be duly
authorized and, when and if issued in accordance with the Declaration, the
Resolutions and the Registration Statement (including the Plan), will be
(assuming that, upon issuance, the total number of Common Shares issued and
outstanding will not exceed the total number of Common Shares that the Company
is then authorized to issue) validly issued, fully paid and nonassessable.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may not
be relied upon by, quoted in any manner to, or delivered to any other person or
entity without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
Pepper Hamilton LLP
